Exhibit 4.5


 


 


RESTRICTED STOCK UNIT AGREEMENT


 


AGREEMENT dated as of                             between SEALED
AIR CORPORATION, a Delaware corporation (the “Corporation”), and                             (the “Employee”).


 


The Employee is now in the employ of the Corporation or one of its
Subsidiaries and has been selected by the Organization and Compensation
Committee (the “Committee”) of the Board of Directors of the Corporation as an
employee who is in a position to make a significant contribution to the growth
and success of the Corporation.  Pursuant
to the 2005 Contingent Stock Plan of Sealed Air Corporation, the Corporation
desires to provide an incentive to the Employee which will permit him or her to
share directly in the growth of the Corporation and to further identify his or
her interests with those of the stockholders of the Corporation.


 


NOW, THEREFORE, the Corporation and the Employee mutually agree as
follows:


 


Section 1.      Grant of Restricted Stock Units


 


Subject to the terms,
conditions and restrictions set forth elsewhere in this Agreement, the
Corporation hereby grants to the Employee a grant of *          *
Restricted Stock Units.  The Restricted
Stock Units are granted under the 2005 Contingent Stock Plan of Sealed Air
Corporation (as amended and in effect from time to time, the “Plan”), and the
grant is subject to the provisions of the Plan, which is made a part of this
Agreement, as well as to the provisions of this Agreement.  All capitalized terms have the meanings set
forth in the Plan unless otherwise specifically provided in this Agreement.


 


Section 2.      Period of Restriction and Forfeiture of
Restricted Stock Units


 


The Period of Restriction applicable to the Restricted Stock Units
granted under this Agreement begins on the date of this Agreement and ends on
the third anniversary of that date, except that the Period of Restriction shall
end earlier upon termination of unemployment 




 


 


 

















 


 


following
a Change in Control in the circumstances described in Section 7 (iii) of
the Plan.  During the Period of
Restriction, the Restricted Stock Units granted under this Agreement shall be
forfeited on the Date of Termination of the Employee with the Corporation or
any of its Subsidiaries other than as a result of the Employee’s death or
Disability.  No later than 90 days
following the Date of Termination, the Committee may determine not to seek
forfeiture of all or part of the Restricted Stock Units and to permit the
Restricted Stock Units to vest immediately (in whole or in part) or to continue
to vest during the remainder of the original Period of Restriction subject to
satisfaction of conditions specified by the Committee.  Until the end of the applicable Period of Restriction
or the earlier occurrence of the Employee’s death or Disability, neither the
Restricted Stock Units nor any interest in this Agreement or the shares of
Common Stock to be issued upon vesting of the Restricted Stock Units shall be
sold, transferred, pledged or encumbered.


 


Section 3.      Effect of Forfeiture


 


The Employee shall have no further rights with respect to Restricted
Stock Units that are forfeited from and after the date of forfeiture.


 


Section 4.      Issuance of Shares of Common Stock Upon Vesting


 


At the end of the Period of
Restriction or at the earlier occurrence of the Employee’s death or Disability,
provided that the Restricted Stock Units have not been forfeited previously,
the Corporation shall issue and deliver to the Employee (or to the Employee’s
estate, in the event of the Employee’s death) either a certificate or
certificates or a statement in book entry form representing one share of the
Corporation’s Common Stock, par value $0.10 per share(“Common Stock”), for each
Restricted Stock Unit that has vested.


 


Section 5.      Ownership Rights


 


During the Period of Restriction, the Employee shall not be entitled to
voting rights with 




 


 


 


 


2

















 


 


respect
to the Restricted Stock Units covered by this Agreement, nor to the right to
receive cash dividends unless the Committee should provide in its sole
discretion that such Restricted Stock Units shall receive dividend equivalents
payable in cash if a record date for payment of cash dividends payable on
outstanding shares of Common Stock occurs prior to the issuance of shares of Common
Stock with respect to the Restricted Stock Units covered by this Agreement.


 


Section 6.      Securities and Other Regulations


 


The Corporation shall not be required to deliver any shares of Common
Stock upon vesting of any Restricted Stock Units or to take any other action
until the requirements of any federal, state or foreign securities law, rules or
regulations or other applicable laws or rules (including the rules of
any securities exchange) as may be determined by the Corporation to be
applicable are satisfied.


 


Section 7.      Registration of Shares


 


The Corporation shall be under no obligation to register any shares of
Common Stock issued or to be issued with respect to the Restricted Stock Units
covered by this Agreement under the Securities Act of 1933.


 


Section 8.      No Rights in Common Stock


 


Following vesting, the Employee shall not have any interest in or be
entitled to any voting rights or dividends or other rights or privileges of
stockholders of the Corporation with respect to any shares of Common Stock to
be issued with respect to the Restricted Stock Units granted under this
Agreement until such shares of Common Stock are actually issued to the Employee
and then only from the date the Employee becomes the record owner thereof.


 


Section 9.      Adjustments


 


In the event of changes in corporate capitalization, such as a stock
dividend, split-up, combination of shares, or reclassification, or a corporate
transaction, such as a merger, 




 


 


 


 


3

















 


 


consolidation,
separation, including a spin-off, or other distribution of stock or property of
the Corporation, any reorganization, or any partial or complete liquidation of
the Corporation after the date of this Agreement and before shares of Common
Stock are issued with respect to the Restricted Stock Units covered by this
Agreement, appropriate adjustments shall be made by the Committee as to the
number and class of shares that may be issued under the Plan and in the number
and class of and/or price of shares subject to outstanding grants made under
the Plan, including the Restricted Stock Units covered by this Agreement, as
may be determined to be appropriate and equitable by the Committee, in its sole
discretion, to prevent dilution or enlargement of rights.


 


Section 10.    Action by Corporation


 


Neither the existence of this Agreement nor the grant of Restricted
Stock Units under this Agreement shall impair the right of the Corporation or
its stockholders to make or effect any of the adjustments, recapitalizations or
other changes in the Common Stock referred to in Section 9, any change in
the Corporation’s business, any issuance of debt obligations or stock by the
Corporation or any grant of options with respect to stock of the Corporation.


 


Section 11.    Corporation’s Right to Terminate
Employment


 


Nothing contained in this Agreement shall confer upon the Employee a
right to continue in the employ of the Corporation or any of its Subsidiaries
or interfere in any way with the right of the Corporation or any of its
Subsidiaries to terminate the employment of the Employee at any time, whether
with or without cause.


 


Section 12.    Not a Contract of Employment; No Acquired
Rights


 


Neither the Plan nor this Agreement shall be deemed to be a contract of
employment between the Corporation or any of its Subsidiaries and the
Employee.  The grant of Restricted Stock
Units and the right to acquire shares of Common Stock under the Plan upon
vesting does 




 


 


 


 


4

















 


 


not
create any obligation on the part of the Corporation or the Employee’s employer
to make additional grants in the future and shall not constitute an acquired
labor right for purposes of any foreign law. 
The Employee recognizes the absolute right of his or her employer and of
the Corporation to amend or cancel the Plan at any time subject to the terms of
the Plan without thereby incurring any liability to the Employee.


 


Section 13.    Effect on Compensation


 


The grant of Restricted Stock Units under this Agreement shall not be
deemed to be a part of the Employee’s salary or compensation for purposes of
determining the Employee’s payments or benefits under any benefit plan,
severance program or severance pay law of the Corporation, any Subsidiary or
any country.  Neither the Plan nor the grant
of Restricted Stock Units under the Agreement shall afford the Employee any
additional right to severance payments or other termination awards or
compensation under any foreign law as a result of the termination of the
Employee’s employment for any reason whatsoever.


 


Section 14.    Payment of Withholding Tax


 


If, in the opinion of counsel for the Corporation, any federal, state,
local or foreign taxes or any other charges may now or later be required by law
to be withheld by the Corporation or one of its Subsidiaries from the
compensation of the Employee with respect to the Restricted Stock Units granted
under this Agreement or the shares of Common Stock to be issued upon vesting of
the Restricted Stock Units, the Employee agrees to pay to the Corporation or
such Subsidiary, as the case may be, promptly after written demand from the
Corporation or such Subsidiary an amount equal to such withholding tax or
charge.  The Corporation may cause all or
any portion of any tax withholding obligation or other charges to be satisfied
by the Corporation withholding from the shares of Common Stock to be issued a
number of shares (rounded down to the nearest whole share) with an aggregate
Fair Market Value on the date that such withholding 




 


 


 


 


5

















 


 


obligation
arises equal to the aggregate amount of such taxes and other charges.  Regardless of any other provision of the
Plan, the Corporation may refuse to issue or to deliver to the Employee
certificates or a book entry statement representing shares of Common Stock
covered by this Agreement until the Employee complies with any withholding
obligation.


 


Section 15.    No
Guarantee of Tax Consequences


 


Neither the Corporation nor any Subsidiary makes any commitment or
guarantee that any tax treatment will apply or be available under any federal,
state, local or foreign tax law or regulation with respect to the Restricted
Stock Units covered by this Agreement.


 


Section 16.    Foreign Indemnity


 


The Employee agrees to indemnify the Corporation and each of its
Subsidiaries for the Employee’s portion of any social insurance obligations or
taxes arising under any foreign law with respect to the grant of Restricted
Stock Units under this Agreement, the end of the Period of Restriction, the issuance
of Common Stock with respect to the Restricted Stock Units, or the sale or
other disposition of such Common Stock.


 


Section 17.    Injunctive Relief


 


In addition to any other rights or remedies available to the
Corporation as a result of the breach of the Employee’s obligations hereunder,
the Corporation shall be entitled to enforcement of such obligations by an
injunction or a decree of specific performance from a court with appropriate
jurisdiction and, in the event that the Corporation is successful in any suit
or proceeding brought or instituted by the Corporation to enforce any of the
provisions of this Agreement or on account of any damages sustained by the
Corporation by reason of the violation by the Employee of any of the terms and
conditions of this Agreement to be performed by the Employee, the Employee
agrees to pay to the Corporation all costs and expenses including attorneys’
fees reasonably incurred by the Corporation.


 


 


 


 


6

















 


 


Section 18.    Interpretation


 


The Employee agrees that all questions of
interpretation and administration of this Agreement shall be determined by the
Committee in its sole discretion and such determination shall be final, binding
and conclusive upon him or her.  If the
Committee is not acting, its functions may be performed by the Board of
Directors of the Corporation, and each reference in this Agreement to the
Committee shall, in that event, be deemed to refer to the Board of Directors.


 


Section 19.    Severability


 


If any provision of this Agreement shall be held illegal, invalid or
unenforceable for any reason, such provision shall be fully severable, but
shall not affect the remaining provisions of this Agreement, and this Agreement
shall be construed and enforced as if the illegal, invalid, or unenforceable
provision had never been included.


 


Section 20.    Notices


 


Any notice which either party hereto may be required or permitted to
give to the other shall be in writing and, except as otherwise required herein,
may be delivered personally or by mail to the Corporation at 200 Riverfront
Boulevard, Elmwood Park, New Jersey 07407, attention of the Secretary of the
Corporation, or to the Employee at the address set forth below or at such other
address as either party may designate by notice to the other.


 


Section 21.    Successors


 


The provisions of this Agreement shall be binding upon and inure to the
benefit of all successors of the Employee, including, without limitation, his
or her estate and the executors, administrators or trustees thereof, his or her
heirs and legatees and any receiver, trustee in bankruptcy or representative of
his or her creditors.


 


 


 


 


7

















 


 


Section 22.    Applicable Law


 


The Plan and this Agreement shall be construed, administered, regulated
and governed in all respects under and by the laws of the United States to the
extent applicable, and to the extent such laws are not applicable, by the laws
of the State of Delaware.


 


IN WITNESS WHEREOF, the parties have entered into this Restricted Stock
Unit Agreement as of the day and year first above written.


 


	
   

  	
  SEALED AIR CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
  Chief Financial
  Officer

  



 


	
  [Corporate Seal]

  
	
   

  
	
  Attest:

  
	
   

  
	
   

  
	
   

  
	
   

  	
   

  
	
  Secretary

  	
   

  



 


 


 


	
   

  	
   

  	
  [L.S.]

  
	
   

  	
  Employee

  
	
   

  	
   

  
	
   

  	
  Address of Employee:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Home Telephone No.

  	
   

  
				



 


 


 


 


 


8